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GMR Airports Ltd			Industry : Miscellaneous


BSE Code:	532754	NSE Symbol:	GMRAIRPORT	P/E(TTM):	0

ISIN Demat:	INE776C01039	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	50.4885112	Market Cap ( Cr.):	94893.52	Face Value(Rs):	1

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Dear Members,

The Board of Directors presents the 29^th Annual Report together with the audited financial statements of the Company for the Financial Year (“FY”) ended March 31, 2025.

Your Company, GMR Airports Limited (formerly GMR Airports Infrastructure Limited) (“GAL” or “the Company”) is a leading global infrastructure conglomerate with unparalleled expertise in designing, building, and operating Airports in India and overseas.

The Hon'ble National Company Law Tribunal, Chandigarh Bench (“Hon'ble NCLT”) had passed Order on June 11, 2024, sanctioning the Scheme of Amalgamation and Arrangement amongst erstwhile GMR Airports Limited (“erstwhile GAL”) and erstwhile GMR Infra Developers Limited (“GIDL”) with and into GMR Airports Limited (formerly GMR Airports Infrastructure Limited) and their respective shareholders and creditors (“Scheme”). Certified copy of the said Order of the Hon'ble NCLT was filed with the Registrar of Companies on July 25, 2024 and the Scheme became effective from that date, with an appointed date of April 01, 2023.

The Merger was a significant step towards further simplifying the corporate structure and strengthening GAL to capitalise on the aviation growth story. Earlier GAL owned 51% of erstwhile GAL (representing the entire airport business). With the merger being completed, GAL now owns 100% of the entire airport business and Groupe ADP, which was a 49% shareholder in erstwhile GAL, has now become a shareholder of GAL. The ownership of the entire airport business, and the expanded capital base on account of issue of shares to Groupe ADP, has led to increased market capitalisation of GAL.

The name of the Company has been changed from “GMR Airports Infrastructure Limited” to “GMR Airports Limited” and a fresh Certificate of Incorporation was issued by the Ministry of Corporate Affairs on September 11, 2024.

GMR Group is the largest private airport operator in Asia and 2^ndlargest in the world with a passenger handling capacity of over 197 Mn annually. The Group operates the iconic Indira Gandhi International Airport at Delhi (“IGIA”/”Delhi International Airport”), which is the largest and fastest growing airport in India. The Group also operates Rajiv Gandhi International Airport at Hyderabad (Hyderabad International Airport), a pioneering greenfield airport known for several technological innovations. The Group is also operating Manohar International Airport, Mopa, Goa (“MIA”/”Goa Airport at Mopa”) which is India's first destination airport that offers everything a tourist looks for i.e., liveliness in the serene lap of nature, making it a perfect destination for leisure and holistic tourism.

Expanding its overseas footprint, the Group is developing and operating Kualanamu International Airport in Medan, Indonesia, in collaboration with Angkasa Pura II (AP II). The Group is also providing technical services to the architecturally renowned and the second busiest airport in the Philippines, Mactan Cebu International Airport in Cebu.

GMR Nagpur International Airport Limited (“GNIAL”), wholly owned subsidiary of GAL, will lead the transformation of Nagpur's Dr. Babasaheb Ambedkar International Airport into a world-class facility.

The project is part of India's larger vision to elevate the country's aviation infrastructure to global standards, ensuring seamless connectivity and supporting the growth of regional economies.

Strategically located in Central India, Nagpur serves as a critical hub for both passenger and cargo traffic, playing a pivotal role in regional connectivity. GNIAL is embarking on a plan for phased development that will enhance the airport's ultimate capacity to 30 Mn passengers annually, positioning it as a key airport. This transformation is set to not only enhance connectivity within the Vidarbha region but also strengthen its economic infrastructure. GAL's commitment to modernise and expand the airport includes a significant boost in cargo handling capabilities - increasing the capacity to 20,000 metric tons. This development will establish Nagpur as a logistics hub, driving regional trade and fueling economic growth across Central India.

The Group is currently developing two major greenfield airport projects in India and Greece, which include Airport at Bhogapuram in Andhra Pradesh and Airport at Heraklion, Crete, Greece in partnership with GEK Terna. Bhogapuram Airport in India is poised to transform the economy and landscape of the surrounding areas, when ready. Crete Airport in Greece will similarly play a significant role in the local economy of the region.

GMR Airports has over the past few years, been working to build a strong asset light portfolio of airport adjacency businesses in both domestic and international markets. The portfolio of services being targeted includes B2C businesses including Retail Duty Free, Food & Beverages, Car Park, etc. and B2B businesses such as Cargo.

GMR Air Cargo and Aerospace Engineering Limited (“GACAEL”), wholly owned subsidiary of GMR Hyderabad International Airport Limited (“GHIAL”), is India's largest integrated world-class third-party MRO (i.e., Maintenance, Repair and Overhaul of aircrafts). GACAEL provides complete technical support to aircraft operators, with the utmost quality and reliability to ensure that its customers meet their operational requirements. GACAEL has been constantly upgrading its capabilities and expanding its service offerings to meet the growing maintenance needs of airline operators within and outside India, with a vision to be a lead MRO in the Asia Pacific region.

As a pioneer in implementing the path breaking Aerotropolis concept in India, GMR Group is developing unique airport cities on commercial lands available around its airports in Delhi, Hyderabad, and Goa. GMR Delhi Aerocity is a landmark business, leisure, and experiential district. Similarly, GMR Hyderabad Aerocity is coming up as a smart new-age business hub.

Performance Highlights- FY 2024-25

Performance Highlights of your Company on a consolidated basis for the FY 2024-25:

• The Airports Economic Regulatory Authority of India (“AERA”) has issued the Tariff Order dated March 28, 2025, for Indira Gandhi International Airport, Delhi, determining the tariff for aeronautical services for the Fourth Control Period (April 01, 2024 - March 31, 2029). Against the existing Yield Per Pax of ~ ' 145 valid under 03^rd Control Period, the nominal Yield per Pax has been increased to ' 360 throughout the balance four years of Control Period valid till March 31, 2029.

• The Company increased its shareholding in Delhi International Airport Limited (“DIAL”) to 74% by acquiring 10% of the equity shares in DIAL, earlier held by Fraport AG Frankfurt Airport Services Worldwide (“Fraport”), for total consideration of USD 126 Mn.

• GMR Airports International B.V. (“GAIBV”), a subsidiary of the Company has divested its 50% stake in Megawide GMR Construction JV, Inc. (“MGCJV Inc.”), to Megawide Construction Corporation (“MCC”), for a consideration of an amount of PHP 80.00 Mn.

• GAIBV, a subsidiary of the Company had in September 2022 entered into definitive agreements with Aboitiz InfraCapital Inc. (“AIC”), towards transfer of its 40% equity stake in Aboitiz GMR Megawide Cebu Airport Corporation (“AGMCAC”) to AIC, in phased manner. While about 7% of the GAIBV stake was transferred to AIC during December 2022, the balance 33% stake was transferred on October 30, 2024, in settlement of the exchangeable bonds issued to AIC. However, GMR continues to operate as “Technical Services Provider” until December 2026.

• The Company has during the FY 2024-25, successfully raised ' 15 Bn in form of Non-convertible bonds with a tenure of 3 years.

• GNIAL, a wholly owned subsidiary of the Company has signed a Concession Agreement with MIHAN India Limited on October 08, 2024, towards the upgradation, modernisation, operation and maintenance of Nagpur's Dr. Babasaheb Ambedkar International Airport.

• The Company has emerged as the Selected Bidder to develop, operate, manage and maintain the Duty-Free Outlets at the Delhi Airport (Delhi Duty Free Concession). Subsequent to the issuance of the LOA, the Company has entered into a License Agreement towards the said Delhi Duty Free Concession, to take up the operations. On July 28, 2025, the Company has started the operation of dutyfree business at Delhi Airport.

• DIAL has received a directive from Ministry of Civil Aviation (“MoCA”), Government of India (“GOI”), vide its letter dated May 15, 2025, through which GOI has revoked the Security Clearance of Celebi group entities operating in India, with immediate effect, in the interest of National Security. Following the Government directive, DIAL has terminated the Existing Concession Agreement with Celebi Delhi Cargo Terminal Management India Private Limited (“CELEBI”) to operate cargo terminal at Delhi Airport. CELEBI has filed appeal with Hon'ble High Court of Delhi against the said termination which is rejected by the Hon'ble High Court of Delhi vide order dated July 07, 2025. However, CELEBI has now filed an appeal with Divisional Bench of Hon'ble High Court of Delhi against the order. Further, DIAL has granted the said concession on the existing terms of the Concession

to the Company which already has security clearance as Regulated Agent to carry on Cargo business at airports. The grant of Concession to Company by DIAL is subject to rebidding process once CELEBI appeal is closed.

• Passenger Traffic at Delhi International Airport during the FY 2024-25 increased by 8% Year-on-Year (“YoY”) from 73.7 Mn to 79.3 Mn. Passenger Traffic at Hyderabad International Airport during the FY 2024-25 increased by 18% YoY from 25 Mn to 29.5 Mn. Passenger Traffic at Goa International Airport during the FY 2024-25 increased by 7% YoY from 4.4 Mn to 4.7 Mn.

• Bhogapuram and Crete construction works are progressing as per schedule; 69% and 48% progress has been achieved respectively as of March 2025.

• The Board of Directors of GHIAL, a subsidiary of GAL, has declared an interim dividend of ' 7.5 per share, aggregating to ' 2.8 Bn.

• The Company during FY 2024-25, acquired 49% of the equity shares of Bird Delhi General Aviation Services Private Limited (“BDGASPL”). The principal activities of BDGASPL comprise running Fixed Based Operation (FBO) and Maintenance, Repair & Overhaul (MRO) services for general and business aviation aircrafts at Delhi Airport.

• GHIAL during the FY 2024-25, had entered into a Share Purchase Agreement (“SPA”) for acquisition of 70% stake in its associate company, ESR GMR Logistics Park Private Limited (“EGLPPL”) with other shareholders of EGLPPL i.e., ESR Group. Post this acquisition, EGLPPL has become a wholly owned subsidiary of GHIAL.

• Clean Energy: This year, Delhi and Hyderabad International Airports achieved a significant milestone by transitioning entirely to clean electricity. During the year, Goa Airport at MOPA also increased its clean energy procurement significantly. Together the three operational Indian airports avoided over 150,000 TCO₂ by switching to clean electricity.

• Climate Change Management: With climate change becoming one of the most pressing global challenges, GMR Group prioritises reducing its carbon footprint through energy efficiency measures, renewable energy adoption, and climate adaptation strategies. The Company is committed to achieving Net Zero Carbon Emissions by 2050 for its airports, including Delhi and Hyderabad, which are leading the way in carbon-neutral operations.

• Energy Management: GMR is dedicated to optimise energy use across its operations. The transition to renewable energy sources?such as the installation of solar plants at Delhi, Hyderabad and Goa along with energy-efficient infrastructure design are critical components of this effort. GMR Airports is at the forefront of energy transition efforts in the aviation sector, contributing to both national and global clean energy goals.

Financial Results- FY 2024-25

a) Consolidated Financial Statements

The following table sets forth information with respect to the consolidated statement of profit and loss of the Company for FY 2024-25:

(' in crore)

Particulars	March 31, 2025	March 31, 2024
Continuing operations
Income
Revenue from operations	10,414.24	8,754.56
Other income	421.65	452.40
Total Income	10,835.89	9,206.96
Expenses
Revenue share paid / payable to concessionaire grantors	2,634.78	2,346.57
Operating and other administrative expenditure	4,013.53	3,442.19
Total expenses	6,648.31	5,788.76
Earnings before finance cost, tax, depreciation and amortisation expenses (EBITDA)	4,187.58	3,418.20
Depreciation and amortisation expenses	1,910.43	1,465.92
Finance costs	3,704.67	2,928.78
Loss before share of profit of investments accounted for using equity method, exceptional items and tax from continuing operations	(1,427.52)	(976.50)
Share of profit of investments accounted for using equity method	184.82	225.16
Loss before exceptional items and tax from continuing operations	(1,242.70)	(751.34)
Exceptional items - gain	607.39	115.08
Loss before tax from continuing operations	(635.31)	(636.26)
Tax expenses	181.59	192.63
Loss after tax from continuing operations (i)	(816.90)	(828.89)
Discontinued operations
Profit before tax expenses from discontinued operations	-	1.49
Tax expenses	-	0.10
Profit after tax from discontinued operations (ii)	-	1.39
Total loss after tax for the year (A) (i + ii)	(816.90)	(827.50)
Other comprehensive income
Items that will be reclassified to profit or loss	163.46	(83.62)
Items that will not be reclassified to profit or loss	(152.47)	(85.51)
Other comprehensive income for the year from continuing operations, (B) net of tax	10.99	(169.13)
Total comprehensive income for the year, net of tax (A+B)	(805.91)	(996.63)
Loss for the year attributable to	(816.90)	(827.50)
a) Equity holders of the parent	(392.85)	(559.27)
b) Non-controlling interests	(424.05)	(268.23)
Total comprehensive income attributable to	(805.91)	(996.63)
a) Equity holders of the parent	(447.12)	(639.89)
b) Non-controlling interests	(358.79)	(356.74)
Earning per equity share
Basic and Diluted (?) from continuing operations	(0.43)	(0.93)
Basic and Diluted (?) from discontinued operations	-	0.00
Basic and Diluted (?) from continuing and discontinued operations	(0.43)	(0.93)

The revenue increased by 18.96% from ' 8,754.56 crore in FY 2023-24 to ' 10,414.24 crore in FY 2024-25 mainly due to increase in revenue from aeronautical, duty free, retail, advertisement, cargo, ground handling, hospitality, and car park activities and on account of increase in air traffic.

The revenue share paid / payable to concessionaire grantors increased in FY 2024-25 on account of increase in revenue due to increase in business and air traffic.

b) Standalone Financial Statements

(' in crore)

Particulars	March 31, 2025	March 31, 2024
Income
Revenue from operations	1,263.40	822.17
Other income	3.68	14.87
Total income	1,267.08	837.04
Expenses
Revenue share paid/payable to concessionaire grantors	278.25	94.09
Cost of improvement to concession assets	-	49.93
Purchases of stock in trade	5.98	4.86
Changes in inventories of stock in trade	(1.08)	(2.40)
Sub-contracting expenses	130.73	104.25
Employee benefits expense	67.24	82.38
Other expenses	100.69	141.85
Total expenses	581.81	474.96
Earnings before finance cost, tax, depreciation and amortization expenses (EBITDA)	685.27	362.08
Finance costs	962.39	881.84
Depreciation and amortisation expense	16.97	12.75
Loss before exceptional items and tax	(294.09)	(532.51)
Exceptional items	106.14	(4.80)
Loss before tax	(187.95)	(537.31)
Tax expense
Current tax	0.02	0.15
Deferred tax	2.77	4.41
Total tax expense	2.79	4.56
Loss after tax for the year	(190.74)	(541.87)
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement gain/ (loss) on defined benefit plans	0.54	0.05
Income tax effect	-	0.01
Total	0.54	0.06
Changes in fair value of equity investments at fair value through other comprehensive income ('FVTOCI')	(6,414.32)	25,617.18
Income tax effect of these items	6,263.96	(5,774.32)
Total	(150.36)	19,842.86
Total other comprehensive income for the year, net of tax	(149.82)	19,842.92
Total comprehensive income for the year	(340.56)	19,301.05
Earnings per equity share
Basic (per equity share of ' 1 each)	(0.19)	(0.57)
Diluted (per equity share of ' 1 each)	(0.19)	(0.57)

The revenue increased by 53.67% from ' 822.17 crore in FY 2023-24 to ' 1,263.40 crore in FY 2024-25 mainly due to increase in non-aeronautical revenue, Engineering, Procurement and Construction (EPC) revenue, consultancy revenue, management and other services revenue.

Exceptional items comprise impairment in carrying value of investments, loans/ advances/ other receivables carried at amortised cost (net) and interest waiver from KIA FCCB holders.

There are no material changes or commitments except those already disclosed in this report, affecting the financial position of the Company which have occurred between the end of FY 2024-25 and the date of this report.

Dividend

Your directors have not recommended any dividend on equity shares for FY 2024-25.

Reserves / Appropriation to Reserves

The major reserves of the Company on standalone basis for FY 2024-25 and the previous year are as follows:

(' in crore)

Particulars	March 31, 2025	March 31, 2024
General reserve	174.56	174.56
Surplus in statement of profit and loss	833.23	473.43
Capital reserve	141.98	141.98
Foreign currency monetary translation reserve ('FCMTR')	-	(35.81)
Fair valuation through other comprehensive income ('FVTOCI') reserve	53,084.81	53,235.17
Equity component of foreign currency convertible bond ('FCCB')	479.35	479.35
Capital reserve on merger	(3,367.81)	(3,367.81)
Securities premium	1,306.98	1,251.36
Optionally Convertible Redeemable Preference Shares (OCRPS)	260.44	-
Optionally Convertible Redeemable Preference Shares (OCRPS) pending issuance	-	260.44
Special Reserve u/s 45-IC of Reserve Bank of India ('RBI') Act	81.05	81.05
Total	52,994.59	52,693.72

Management Discussion and Analysis ("MDA")

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR”/"SEBI Listing Regulations”), the Management Discussion and Analysis Report is set out in this Annual Report.

State of the Affairs of the Company and its Subsidiaries

A brief overview of the development of the Company and each of the major subsidiaries' businesses is presented below. Further, MDA, forming part of this Report, also brings out review of the business operations of the Company, major subsidiaries and jointly controlled entities.

Composite Scheme of Amalgamation and Arrangement

The Hon'ble National Company Law Tribunal, Chandigarh Bench ("Hon'ble NCLT”) had passed Orders on June 11, 2024 sanctioning the Scheme of Amalgamation and Arrangement amongst erstwhile GMR Airports Limited ("erstwhile GAL”) and erstwhile GMR Infra Developers Limited ("GIDL”) with and into GMR Airports Limited (formerly GMR Airports Infrastructure Limited) and their respective shareholders and creditors ("Scheme”). Certified copy of the said Order of the Hon'ble NCLT was filed with the Registrar of Companies on July 25, 2024 and the Scheme became effective from that date, with an appointed date of April 01, 2023.

Upon implementation of the Scheme and allotment of shares and trading approvals, in compliance with the provisions of the Act and/or SEBI LODR have been completed and in accordance with the restated Articles of Association of the Company, Aeroports de Paris S.A. ("ADP”) also became co-promoter of the Company along with Mr. G.M. Rao and GMR Enterprises Private Limited.

Consequent to the compliances with all statutory provisions, filings and upon issuance of certificate of name change by the Registrar of Companies, the name of the Company was changed from "GMR Airports Infrastructure Limited” to "GMR Airports Limited”.

Airport Sector

The Company's airport business comprises five operating airports viz., Delhi International Airport, Hyderabad International Airport, Goa Airport at Mopa and Bidar Airport at Karnataka in India and

Kualanamu International Airport in Medan, Indonesia. Further two assets are under construction viz., Bhogapuram International Airport (new Visakhapatnam Airport) in Andhra Pradesh, India and Crete International Airport in Greece. GMR will continue to serve as the Technical Services Provider to the Mactan Cebu International Airport in Philippines until December 2026.

In a major development during the year, after a protracted litigation, Hon'ble Supreme Court in October 2024 confirmed the finality of Nagpur Airport concession rights in favour of GAL. As per the directions of the top court, GNIAL, a wholly owned subsidiary of the Company, signed a concession agreement with MIHAN India Limited in October 2024 to upgrade, develop and operate Nagpur's Dr. Babasaheb Ambedkar International Airport. GNIAL is expected to take over operations in FY 2026, post completion of conditions precedent.

In addition, GAL continues to pursue opportunities for new airports as and when they arise. We are actively tracking the next round of regional airports being privatized by the Government of India. GAL will also selectively explore international opportunities. Furthermore, GMR Airports is looking to drive growth not only through Airport Concessions, but also through expansion in the field of airport related adjacencies including Operations & Maintenance of airport infrastructure, Duty Free, Cargo, etc.

In FY 2024-25, the Indian aviation industry experienced strong growth, with domestic passenger traffic rising by approximately 9.1% YoY to 335 Mn (including arrivals and departures), surpassing pre-COVID levels of 275 Mn in FY 2019-20 by 22%. International passenger traffic also saw a notable increase, reaching approximately 77 Mn-reflecting a 10.7% growth over the previous year. These figures underscore the sector's robust recovery in India and sustained momentum across both domestic and international segments, despite a number of headwinds that the sector has been facing. India has been amongst the best performing markets in the world, well ahead of most countries across the world.

The financial performance of airlines in India demonstrated solid momentum, driven by better pricing power and higher yields, leading to better revenue per available seat kilometre (RASK- CASK) spreads. Despite improved financial performance, the cost environment for airlines remained challenging in FY 2024-25.

Aviation Turbine Fuel ("ATF”) prices, though 8% lower than FY 2023-24 levels, continued to exert pressure on operating costs, remaining approximately 47% higher than pre-COVID benchmarks. Additionally, fluctuations in foreign exchange rates, contributed to further financial strain, resulting in foreign exchange losses and adding to the overall cost burden.

Operationally, the aviation industry faced notable challenges in FY 2024-25, driven by ongoing supply chain disruptions and engine reliability issues?particularly involving Pratt & Whitney engines. According to recent reports by ICRA, these issues resulted in the grounding of approximately 133 aircraft across select airlines, accounting for nearly 16% of the total fleet as of March 2025. This significant reduction in operational capacity strained airline schedules, elevated operating costs, and adversely impacted overall efficiency. Financial distress continued to affect select carriers in FY 2024-25, with SpiceJet facing payment defaults to aircraft lessors, resulting in legal proceedings and operational instability. To address its liquidity challenges and sustain operations, the airline successfully raised ' 3,000 crore through a Qualified Institutional Placement ("QIP”) from institutional investors. Meanwhile, Go Airlines, which had entered Insolvency proceedings earlier, was ultimately ordered to liquidate. In contrast, other major airlines maintained healthier financial positions, supported by strong backing from parent companies or sufficient internal reserves, enabling them to navigate the challenging cost environment more effectively.

Overall, FY 2025 was a year of significance and growth for the Indian aviation industry, despite the operational challenges that have persisted.

Amidst the sector's robust recovery, the Indian aviation industry has witnessed renewed investment activity aimed at meeting rising demand and expanding capacity. IndiGo, traditionally focused on the low-cost carrier model, has begun redefining its strategy by introducing a business-class offering-'IndiGo Stretch'- and entering long-haul markets with flight durations of 8-10 hours. To support this strategic shift, the airline has placed orders for wide-body aircrafts.

Across the industry, Indian carriers including Akasa Air, IndiGo, and Air India have placed substantial orders for both narrow- body and wide-body aircrafts from Airbus and Boeing. These fleet expansions reflect growing confidence in the sector's longterm outlook and are intended to support the anticipated surge in domestic and international air travel.

An overview of the operations at our assets during the year is briefly given below:

Delhi International Airport Limited ("DIAL")

DIAL is a subsidiary of the Company, and its shareholding comprises GMR Airports Limited ("GAL”) (74%) and Airports Authority of India ("AAI”) (26%). DIAL entered into a long-term agreement to operate, manage and develop the Indira Gandhi International Airport (IGIA), Delhi. It may be noted that during the year, GAL acquired 10% stake from Fraport, resulting in an increase of its shareholding in DIAL from 64% to 74%.

Highlights of FY 2024-25

During FY 2024-25, scheduled domestic and international operations continued without restrictions, contributing to a strong recovery and growth trajectory. IGIA achieved a historic milestone by recording its highest-ever annual passenger traffic

of 79.3 Mn, surpassing the previous record of 73.7 Mn set in FY 2023-24. In recognition of this growth, IGIA was ranked ninth among the world's busiest airports in 2024. Further, IGIA became the first airport in India to connect with 150 destinations. Additionally, the airport handled over 1 million metric tonnes ("MMT”) of cargo for the third time in its history, marking the highest annual cargo volume ever recorded at IGIA.

With conclusion of the Phase 3A expansion project, IGIA now has a total capacity of handling over 100 Mn passengers per annum, putting it in league with select airports worldwide with such capacity. This achievement reinforces IGIA's status as a premier global aviation hub.

Throughout FY 2024-25, DIAL actively collaborated with stakeholders across the aviation ecosystem to elevate passenger experience through a series of forward-looking initiatives. Notably, IGIA became the first in the country to implement the Government of India's 'Fast Track Immigration - Trusted Traveller Programme ("FTI-TTP”), reinforcing its commitment to efficiency through innovation.

With a legacy to focus on enhancing the passenger experience, IGIA has been recognised as the Best Airport in India and South Asia for the seventh consecutive year in the Skytrax rankings. Additionally, in the 2024 Airport Service Quality ("ASQ”) rankings by Airports Council International ("ACI”), IGIA has once again secured the title of Best Airport in the Asia-Pacific region in the over 40 Mn passengers per annum ("MPPA”) category, marking its seventh consecutive win in this category as well.

Operational Performance

DIAL recorded substantial growth in traffic at IGIA during FY 202425. Passenger traffic reached an all-time high of 79.3 Mn, reflecting a YoY increase of 7.6%, driven by a 10.7% surge in international traffic and a 6.4% rise in domestic traffic.

The airport managed 468,822 Air Traffic Movements ("ATMs”) over the year, while cargo volumes reached 1.109 MMT, marking a 10.6% growth compared to the previous fiscal. This increase was primarily fuelled by a 12.9% rise in international cargo, supported by the reopening of global trade lanes and a shift in logistics patterns. Domestic cargo also showed consistent growth, registering a 6.5% increase over the previous year.

DIAL's unwavering commitment to operational excellence and superior customer experience, underpinned by a strong organizational culture, has reinforced its leadership in Airport Service Quality. This dedication was once again recognised with prestigious accolades-DIAL was awarded 'Best Airport for Service Quality in the Region' by ACI and named 'Best Airport in South Asia' by Skytrax.

Further affirming its global standing, IGIA improved its world ranking from 36 to 32 in the Skytrax Global Airport Rankings, remaining the only airport in India to feature among the Top 40 airports worldwide.

In its pursuit of excellence, IGIA achieved a score of 607 in the Business Excellence - Emerging Industry Leader category. The airport also received the South Asia Team Excellence Award 2024 under the Service Industry Category from ASQ South Asia, recognising outstanding team performance and innovation. Additionally, IGIA retained its "Utkrisht Category” certification in the 5S Workplace Management Standard, with an improved score of 91.33%, up from 90.27%, as audited by the National

Productivity Council ("NPC”).

Capacity augmentation initiatives of FY 2024-25

DIAL maintained its strategic focus on expanding airside infrastructure and terminal capacity in alignment with the approved Major Development Plan, aimed at accommodating future growth in passenger and cargo volumes.

A major milestone was achieved with the commencement of regular operations at the newly constructed, world-class Terminal 1 ("T-1”) on August 17, 2024. The upgraded terminal now functions as an integrated facility for both arrivals and departures, featuring a new node building and a pier equipped with 22 passenger boarding bridges. The enhanced infrastructure has increased the terminal's passenger handling capacity to 40 MPPA.

In parallel, DIAL continues to work closely with stakeholders to enhance airside capacity, ensuring the airport remains well- positioned to meet future demand.

Passenger Experience & Operating Efficiency initiatives

Continuing with the relentless focus on offering the best possible service quality and passenger experience and achieving world- class levels of operational efficiency, several technological and other initiatives were taken up by DIAL during the year.

• APOC (Airport Predictive Operations Centre) - Utilises machine learning-based predictive analytics to optimize resource planning across terminal processes, resulting in a 20% reduction in wait times and improved on-time performance. Future integration with city-side and technical operations aims to benchmark IGIA against top global airports.

• UTAM (Unified Total Airside Management) - DIAL implemented an AI-enabled airside operations management system to improve aircraft turnaround times, reduce delays, and enhance overall airside efficiency.

• Expansion of DigiYatra Ecosystem - Over 11 Mn passengers benefited from touchless travel through DigiYatra. Key initiatives included the installation of registration kiosks, deployment of DigiBuddy support staff, and integration of DigiYatra-enabled entry gates across terminals.

• Biometric Verification Kiosks - Installed in the international arrivals area to simplify immigration procedures and enhance passenger processing efficiency.

• Innovative Digital Way Finder & Signage - Delhi Airport introduced a 360? virtual navigation map accessible via QR codes, primarily at Terminal 3 ("T-3”), to assist transfer passengers with seamless airport navigation.

• Virtual Information Desks ("VIDs”) - Deployed across terminals to assist passengers with airport-related queries, featuring video call connectivity with virtual support staff for real-time assistance.

• Bus Waiting Lounge at T-3 - To enhance passenger comfort and convenience, a dedicated Bus Waiting Lounge was commissioned at T-3 for inter-terminal shuttle users.

• New Luxury Bus Service for Passengers - DIAL launched a luxury bus service connecting IGIA to Agra, offering a premium travel option for passengers.

Sustainability Focus

DIAL has always had a strong focus on Sustainability and has received various awards and accolades in this regard for many years now.

• IGIA became the first Level 5 Certified Airport in Asia Pacific region under ACI's Airport Carbon Accreditation program and is the largest airport in the world to achieve this recognition.

• DIAL has envisaged and designed T-1 to be state of the art and environmentally sustainable. T-3 is LEED certified and New T-1 is LEED Platinum for new construction and major renovations.

• For its operational usage, DIAL has switched to Electric Vehicles from the current conventional vehicles in phased manner. As a result, 95% of all DIAL's four-wheeler fleet is EVs.

• Delhi Airport has been honoured with the prestigious CII National Award for Excellence in Energy Management 2024, recognised as an Excellent Energy Efficient Unit. This award reflects DIAL's unwavering dedication to sustainability, energy conservation, and building a greener future for all.

Awards and Accolades

• Delhi Airport has once again emerged as Best Airport in the over 40 MPPA category in Asia Pacific region by ACI in the Airport Service Quality Programme ("ASQ”) for the 7^th time in a row in 2024 rankings.

• IGIA has been voted as the Best Airport in India / South Asia for 7^th consecutive year in Skytrax ranking.

• In terms of Skytrax world airports ranking, Delhi Airport jumped from rank 50 in 2020 to 45 in 2021, 37 in 2022, 36 in

2023 and further improving to current rank of 32.

• Delhi Airport has been recognised by Skytrax as the Best Airport in 2025 with 70+Mn passenger and ranked as the 8^th globally.

• Garnered multiple accolades at the Saudi Excellence Awards

2024 across categories including Airport Design & Infrastructure, Facility Management and Sustainability/ Environment.

• Delhi Airport has improved its global position to 24^th among the world's top 'Mega hub' airports by Official Airline Guide

("OAG”).

GMR Hyderabad International Airport Limited ("GHIAL")

GHIAL is a joint venture company promoted by the GMR Group (74%) in partnership with Airports Authority of India (13%), and Government of Telangana (13%), and has a long-term agreement to operate, manage and develop the Hyderabad International Airport.

Highlights of FY 2024-25

GHIAL has demonstrated exceptional performance in FY 202425, cementing its position as India's fastest-growing metropolitan airport.

Throughout the year, GHIAL proactively engaged with all stakeholders to drive passenger growth by reviving old routes and introducing new domestic and international connections. Through technology and process improvements, Self-Baggage Drop machines have greatly enhanced check-in efficiency.

In a major development, the airport has introduced the next- generation Airport Predictive Operations Centre ("APOC”), powered by an Al-enabled digital twin platform, to enhance realtime decision-making and streamlining airport operations.

Infrastructure upgrades in the form of a new general aviation terminal have been implemented to support private and noncommercial aircraft services. Government of India initiative of the Trusted Traveler Program ("TTP”) has been launched to expedite immigration clearance for frequent and pre-verified passengers, ensuring a seamless and efficient travel experience.

These efforts are part of GHIAL's broader strategy to position as a leading aviation hub in South India, with a strong focus on innovation, and service excellence.

Operational Performance

During FY 2025, GHIAL handled 29.48 Mn passengers, with 2,02,769 ATMs at 14% growth and 1,82,472 Metric Tonnes ("MTs”) of Cargo at 14% YoY growth. GHIAL experienced remarkable 18% passenger growth in FY 2025. Domestic travel was a major growth driver, with an impressive 17% YoY growth to 24.44 Mn passengers. International travel contributed 5.05 Mn passengers, showing an even better 20% increase compared to FY 2024. This growth trajectory demonstrates the airport's expanding role as a significant aviation hub in the region.

By March 2025, GHIAL was connected to 72 domestic and 24 international destinations, up from 67 domestic and 20 international in the previous year. New domestic routes included Jammu, Puducherry, Kanpur, Agra, Prayagraj, Ayodhya, Agartala, Jharsuguda, and Jalgaon. New international routes were Hong Kong, Phuket, Ho Chi Minh City, and Madina. New airlines which commenced operations from Hyderabad during the year are Cathay Pacific, VietJet and Thai Air Asia.

On the Cargo front, several airlines expanded their operations at Airport in FY 2025. Ethiopian Airlines commenced direct freighter services to Africa, operating two weekly flights between Hyderabad and Addis Ababa. In October 2024, Lufthansa Cargo enhanced its operations by deploying its own Boeing 777F freighters from Hyderabad, thereby improving direct cargo access and operational control. Qatar Airways and Turkish Airlines continued to operate scheduled freighter services to Doha (DOH) and Istanbul (IST), respectively.

Capacity augmentation initiatives FY 2024-25

• Having completed the expansion to 34 Mn passengers, GHIAL is currently evaluating measures to address the requirements of the fast-growing traffic in the coming years. The strategy for GHIAL is to expand the current southern terminal's capacity from 34 MPPA to 47 MPPA by modifying operational processes and infrastructure with minimal capital expenditure.

• GHIAL has launched an exclusive General Aviation Terminal facility for private aircraft users. This state-of-the-art terminal offers luxurious amenities and services to ensure a seamless and comfortable experience for travellers. Featuring a dedicated lounge, meeting rooms, and concierge services, the terminal caters specifically to the needs of private jet passengers and crew.

• Airport's cargo infrastructure is undergoing significant expansion. Cargo Terminal 1 ("CT1”) is being expanded to include a new Domestic Terminal, an International Courier/

Express Terminal, and a dedicated Perishables Terminal. Simultaneously, the construction of Cargo Terminal 2 ("CT2”) is progressing, with Phase I expected to become operational in Q3 FY 2026, significantly increasing handling capacity.

The airport is expanding its cargo operations capacity from the current 150,000 MT to 300,000 MT, with the expansion of CT1 by 100,000 MT and the construction of CT2 adding another 50,000 MT capacity.

Passenger Experience & Operating Efficiency initiatives FY 2024-25

Continuing with our relentless focus on offering the best possible service quality and passenger experience and achieving world- class levels of operational efficiency, several new milestones were attained during the year.

• The Airport Predictive Operation Centre (APOC) at Airport, powered by AI-driven digital twin platform, is a pioneering initiative that integrates airside, landside, and terminal operations into a unified system. It leverages real-time data, virtual simulations, and advanced analytics to optimize passenger flow, reduce wait times, and enhance safety. APOC fosters collaborative decision-making among stakeholders like airlines and ground handlers, ensuring seamless operations and proactive responses to disruptions. With features like intelligent crowd management, smart traffic monitoring, and IoT analytics, APOC sets a new benchmark in airport efficiency and passenger experience, marking a transformative step in aviation management.

• Fast Track Immigration - Trusted Travelers' Program (FTI- TTP): Government of India initiative enables GHIAL to expedite immigration clearance for Indian passport holders and OCI cardholders through biometric authentication and pre-verification protocols. By diverting eligible passengers to automated e-gates, FTI-TTP significantly reduces congestion at manual counters, thereby increasing throughput without requiring physical expansion.

• From the perspective of improving passenger experience, travellators are scheduled for installation in the terminal to minimise walking distances for passengers following the expansion. A total of nine travellators have been planned: one in the Domestic SHA, three in Domestic Arrivals, one in the International SHA, and four in International Arrivals. The installation is slated for the 2025-26 fiscal year.

• GHIAL deployed Virtual Information Desks (touch screen based) for wayfinding, Wi-Fi, retail and F&B details, feedback, SOS calling, and flight information. Future phases will add virtual assistance, multilingual support, and a language- agnostic chatbot.

• The Hidden Disabilities Sunflower Program at GHIAL supports passengers with non-visible disabilities by providing sunflower lanyards or pins and ensuring trained staff assistance.

• GHIAL has launched a Therapy Dog Program to help passengers de-stress and improve their travel experience.

• A Kids Play Area has been set up in the domestic SHA at airport. It includes a multi-sensory zone with non-motorised activities for children.

• GHIAL deploys a dedicated team of young and enthusiastic Passenger Service Associates available across the airport to

assist and support passengers.

• GHIAL provides free buggy services to passengers with special needs and senior citizens and can be accessed by contacting the buggies parked in designated areas within the terminal.

• The airport continues to improve passenger experience through music curation to play instrumental music as per different times of the day, natural fragrances in the checkin hall and all washrooms in the terminal, etc.

GHIAL also focuses on creating and delivering a well- rounded shopping, retail and commercial services experience for the passengers and visitors, which in turn provides a strong and growing source of revenue streams for the airport. Some such initiatives include:

• Opened a variety of high-end retail and food & beverage outlets, providing passengers a wide selection of shopping and dining options to enhance their overall travel experience.

• Encalm Lounges, located in Domestic Departures & International Departures, offer a comfortable space to relax before your journey.

• Services to seal your suitcase, backpack, and a box or carry- on baggage in tough tamper-proof, environmentally friendly Biodegradable Film.

• Valet parking at departure level is available 24x7.

• Presto Wheelchair services at the airport are available at the departure forecourt.

Sustainability Focus

GHIAL has always had a strong focus on Sustainability and has

received various awards and accolades in this regard for many

years now:

• In a major development, GHIAL is now a Level 5 Certified Airport under ACI's Airport Carbon Accreditation program, as testimony to the sustainability journey and efforts of the team.

• Awarded the LEED Platinum certification under the LEED v4 Building Design and Construction: New Construction and Major Renovations rating system.

• Won the 'Excellence in Water Conservation & Climate Change Mitigation' award at the 6th ASSOCHAM (Southern Region) CSR and Sustainability Awards 2025.

In addition to the above, some of the continuing best environment practices include:

• LEED certified Terminal Building which allows maximum natural lighting, and other features that enable optimal use of energy and water.

• 100% conversion to LED lights across the terminal was completed.

• Effective implementation of the "Reduce-Reuse-Recycle- Replenish” principle in the overall water usage within the airport.

• Efficient rainwater harvesting and ground water recharging processes.

• Efficient solid waste management processes and compost generation to meet 100% internal demands.

• Robust process to effectively reduce aircraft noise and emission levels by collaboratively engaging with airline operators and Air Traffic Service providers to bring in best practices like Single Engine Taxi, Bridge Mounted Equipment (BME) using Fixed Electrical Ground Power (FEGP) to reduce use of aircraft Auxiliary Power Units (APU), Continuous Descent Approach Operations, etc.

Awards and Accolades

The airport continues to win prestigious awards for its exceptional services and facilities. Some of the highlights include:

• Ranked 56^th globally at the Skytrax World Airport Award

• Winner of Best Airport Staff in India & South Asia 2025 Award from Skytrax

• Achieved global acclaim for its groundbreaking Digital innovations, clinching top honours at the prestigious 'Airport Excellence Awards' during the 'Saudi Airport Exhibition 2024'

• Honoured with "National Energy Leader” and "Excellent Energy Efficient Unit” at the 25^th National Award Ceremony for 'Excellence in Energy Management' an event organized by the Confederation of Indian Industry (CII)

• Winner of the Prestigious ACI World's 'ASQ Best Airport Award 2024

• Winner of the Infrastructure & Construction category at the 19^th National Awards for Excellence in Cost Management - 2024 awarded by the Institute of Cost Accountants of India (ICMAI)

• Achieved ACI Airport Customer Experience Accreditation Level 3

GMR Goa International Airport Limited ("GGIAL")

GMR Goa International Airport Limited ("GGIAL”) is a company promoted by the GMR Group (100%), and has a long-term agreement to operate, manage and develop the Manohar International Airport ("MIA”).

Highlights of FY 2024-25

After launching its domestic operations in January 2023 and international operations in July 2023, MIA achieved an impressive operational performance in FY 2025. The airport handled 4.7 Mn passengers, 32,097 ATMs & 5,000 MT of Cargo volume reflecting its strong demand, efficient operations, and attractive offerings.

On a Goa system basis, during FY 2025 MIA handled ~40% of total Goa air traffic during the second year of operations and ~60% of Goa's International air traffic. MIA offers superior infrastructure, amenities, and customer service to its passengers and airlines, making it the preferred gateway to Goa.

During FY 2025, MIA was able to enhance international connectivity by connecting 10 international destinations, including 3 new destinations (Katowice, Warsaw, Tashkent) which were never connected to Goa earlier.

MIA has received high ratings from ACI with a 4.95 Airport Service Quality (ASQ) score during quarter ended March 2025 and was ranked 80^th by Skytrax world airport rankings, improving from 92^nd rank during previous year. MIA has also been rated as the Best Airport in 5 Mn Category and the Cleanest Airport in India & Southeast Asia by Skytrax.

The expansion works for enhancing passenger handling capacity

from 4.4 to ~8 MPPA, primarily involving Airport systems (PBB, BHS, check in counters, reclaim belt, x-ray machine, ATRS, immigration, emigration counters, escalator, etc.) in terminal Building and additional 4 aprons on airside, was completed in October 2024, and infrastructure was in operation before the commencement of Winter Schedule 2024.

Sustainability Focus

EHS and Sustainability Management are an integral part of GMR ethos. Some of the key initiatives taken up by GGIAL in this respect are as follows:

• Certified for Environment Management System (EMS), ISO 14001:2015

• IGBC Platinum Rating under IGBC Green New Buildings Certification (Owner Occupied) project #IGBCNBO190084

• To achieve a targeted Level 3+ Carbon Neutrality certification from ACI-ACA, Green House Gas (GHG) Emissions mapping being carried out

• Onsite 5MW Solar Power generation unit commissioned from the 1^st day of Airport Operations

• Sewage is recycled in Sewage Treatment Plant (STP) and effluent reused for irrigation of landscape

• Integrated Solid Waste Management Facility to handle Municipal Solid Waste (MSW)

• Airport Noise Zone Mapping conducted and same is approved by Directorate General of Civil Aviation (DGCA)

• Bridge Mounted Equipment (BME) - Fixed Electric Ground Power Unit (FEGPU) and Precondition Air (PCA) unit commissioned from the 1^st day of Airport Operations

• Electric Buses deployed by Ground Handling Agency

• Airfield Ground Lighting (AGL) and illumination at all buildings with LED for Energy Conservation

Awards and Accolades

• Awarded The Best Domestic Airport 2024 by Travel & Leisure Magazine

• Sarvashrestha Suraksha Puraskar (Golden Trophy) by NSCI

• Health & Safety Excellence Award by NIIF

• Retaining 1^st Place in the “Best Environmental Practices” Competition by GSPCB, GoG consistently for 2 years

• Awarded for Construction Safety by Greentech

GMR Visakhapatnam International Airport Limited ("GVIAL")

GVIAL, a 100% subsidiary of GMR Airports Limited, is developing the Bhogapuram International Airport. This is a greenfield airport being built at Bhogapuram, which is located about 45 kilometres northeast of Visakhapatnam.

Initially, the airport is designed to handle 6 Mn passengers annually. The capacity will be expanded based on future growth in traffic. This Public-Private Partnership (“PPP”) project is being developed under a Design, Build, Finance, Operate and Transfer (DBFOT) model.

Financial closure of the project was achieved in December 2023. Subsequently, EPC works were taken up by the selected bidder. As of June 2025, 79.79% of progress has been achieved.

Currently, construction works are progressing at multiple locations of the project including Airside, Taxiway, Airside Buildings, Terminal Building etc. Although the scheduled COD date as per Concession Agreement is December 2026, GVIAL is hopeful of commencing commercial operations much earlier considering the current pace of physical progress.

Medan Airport

GMR participated in a bid via GMR Airports Limited and its step- down subsidiaries for managing, developing and improving the performance of Kualanamu International Airport which was held by Angkasa Pura II (APII). GMR was awarded the contract in November 2021, and it entered a strategic partnership with APII. The Indonesian government has since merged the two state-run airport operators, Angkasa Pura I (AP I) and Angkasa Pura II (AP II) into a new sub-holding company, PT Angkasa Pura Indonesia. GMR now holds 49% stake in the project SPV. With the award of this contract, GMR became the first Indian airport operator to win a bid to develop and operate an Indonesian Airport. The SPV took charge of Commercial Operations on July 7, 2022.

Highlights of CY 2024

• In contrast to India, Indonesia's aviation sector has not yet rebounded to its pre-COVID levels. This slow recovery is majorly due to ongoing supply-side constraints, particularly aircraft availability, which continue to affect the overall aviation capacity in the region. The airport handled a total passenger volume of 7.1 Mn in calendar year 2024, representing approximately 88 percent of the airport's prepandemic traffic levels in 2019. It may be noted that while international traffic has reached the pre-pandemic levels, domestic traffic is at ~84% of pre-pandemic levels.

• Nevertheless, Medan Airport has demonstrated resilience and achieved several notable milestones in 2024, both in route development and service quality.

• The airport successfully attracted and resumed several international routes. Saudia resumed its post-pandemic operations from Medan, reinstating flights to Jeddah and Medina. Significantly, Citilink commenced operations on these routes for the first time. Jetstar Asia also resumed its Singapore service between November 2024 and June 2025, prior to discontinuing its operations in the region. As a result of these developments, Medan Airport recorded its highest-ever international passenger volume in 2024, with 2.26 Mn travellers. Additionally, with the implementation of transfer facilities, the airport reached a new benchmark by facilitating 17,000 transit passengers between international and domestic segments, a first in its history. Etihad Airways has confirmed the launch of a new service to Abu Dhabi starting in October 2025, while Thai AirAsia began operating flights to Phuket in June 2025.

• On the domestic front, the airport expanded its connectivity with the introduction of several new routes. Flights to Balikpapan and Surabaya commenced in August 2024, followed by services to Samarang, Lampung, and Jambi in September, and Halim in November. Furthermore, a new domestic carrier, Pelita Air, began operating double daily flights to Jakarta starting in December 2024. Existing domestic routes also witnessed an increase in flight frequencies, particularly those to Pekanbaru and Padang.

• Beyond aeronautical operations, Medan Airport achieved

significant progress in its non-aeronautical business. Through a rigorous and competitive selection process, the airport onboarded several globally recognised partners for duty-free retail, cargo operations, and lounge services, significantly enhancing the commercial landscape. Leading global food and beverage, as well as retail brands, many of them new to the Medan market-were also introduced. Additionally, the airport successfully renegotiated contracts with existing partners, securing improved commercial terms while reinforcing governance in key operational areas such as cargo, fuel services, and in-building infrastructure.

• These strategic efforts resulted in a substantial increase in non-aeronautical revenues. Compared to 2019, total nonaero revenue in 2024 rose by 51 percent, with per-passenger revenue climbing by 55 percent. These improvements reflect not only stronger financial performance but also enhanced customer experience across the airport ecosystem.

Operational improvements

The airport's recent initiatives to enhance passenger experience reflect a holistic strategy aimed at improving both operational efficiency and customer satisfaction.

• In line with a customer-first philosophy, the airport became the first in Indonesia to implement dedicated international- to-domestic (I-to-D) and domestic-to-international (D-to- I) transfer facilities. This innovation contributed to achieving a minimum connection time (MCT) of 60 minutes, an important benchmark in improving transit efficiency. Further infrastructure enhancements included the introduction of swing baggage belt and a swing gate for international passengers, easing congestion and streamlining flows during peak periods.

• Security infrastructure was also comprehensively upgraded. The redesign of the Security Check Point created a fully enclosed and more secure environment, while simultaneously improving the overall passenger journey. As a result, average waiting times at security checkpoints were reduced by 31% over the course of FY 2025. Immigration processes were also enhanced through the introduction of e-gates, which have decreased departure processing times by 12% and arrivals by 14%, allowing for faster and more seamless passenger movement.

• In recognition of these efforts, Medan Airport was honoured with the 'Best Airport' award in the 5-15 Mn passenger category by Injourney Airports, Indonesia.

• Given the slower recovery of domestic traffic post-covid, and the steps taken as mentioned above, we have been able to defer the planned ICA (Immediate capacity augmentation) which will expand the terminal capacity to 15 Mn passengers.

Crete International Airport

GMR Airports and its Greek partner, TERNA, signed a Concession Agreement with the Greek State for design, construction, financing, operation, maintenance of the new International Airport of Heraklion at Crete in Greece. The concession period is 35 years including the design and construction phase of five years. Concession commenced on February 6, 2020. With the award of this contract, GMR became the first Indian Airport Operator to win a bid to develop and operate a European Airport. This was also GMR Group's first foray into the European Union region.

Highlights of CY 2024

• The overall construction progress of the Airport as of March 2025 stands at approximately 48%. Significant advancements have been made across various sections of the project.

• The structural concreting works for the Terminal Building have been completed. Additionally, architectural and MEPF (Mechanical, Electrical, Plumbing, and Firefighting) works have commenced at all levels along with installation of Elevators, Escalators and BHS system. Structural concrete works for the control tower are progressing well.

• On the Airside works, Apron, Lean concrete pavement works are substantially completed, and Pavement quality concrete works are completed by 43%. Pavement works on Runway and taxiway are progressing well. Lean concrete has been fully completed. Asphalt paving works are 64% completed and PQC pavement works are 30% completed and progressing well.

• The overall construction work is scheduled to be completed by August 2026 and COD by February 06, 2027.

• The Commercial Joint Venture (CJV) with 60% GMR Group and 40% Terna stake was approved by the Greece General assembly in August 2024. The CJV shall have exclusive rights to non-aero revenue and real estate business at the airport. The CJV entity has been incorporated in June 2025.

Mactan-Cebu International Airport ("MCIA")

The final tranche of the share transfer regarding the Company's equity interest in Aboitiz GMR-Megawide Cebu Airport Corporation (AGMCAC) was completed in October 2024. The name of the company was changed from AGMCAC to ACAC (Aboitiz InfraCapital Cebu Airport Corporation). GMR will continue to serve as the Technical Services Provider to ACAC (formerly GMCAC) until December 2026.

Highlights of CY 2024:

• MCIA demonstrated a strong passenger growth in CY 2024, with total passenger traffic of 11.3 Mn, comprising 8.5 Mn domestic passengers and 2.8 Mn international passengers, representing a ~13% growth in traffic compared to CY 2023.

• On the international front, MCIA experienced increased traffic from key source markets, including South Korea, Japan, Singapore, and Taiwan, resulting in ~12% YoY growth in international passenger traffic in CY 2024. In addition to enhancing existing route reinstatements and increasing route frequencies, MCIA introduced new international routes to the United States in collaboration with United Airlines and to Thailand, further contributing to the growth in international traffic. In CY 2025, MCIA has added new international routes to Vietnam, and is set to begin new routes to Australia and Malaysia, thereby increasing the number of high-spending international passengers. Moreover, government-driven initiatives such as e-Visas & Visa free entry for Indian tourists are expected to bring in traffic from key markets in SEA and new growth markets such as India and Australia.

• MCIA became the first airport in Philippines to win the ACI ASQ Award in 2024 for the 'Best Airport' under 5-15 MPPA in Asia Pacific. Terminal 2 of MCIA achieved a 4-star Skytrax rating. MCIA focuses on sustainable airport operations and

has achieved Airport Carbon Accreditation and ACI Green Airport Recognition. Further, MCIA operationalised Bridge- Mounted Equipment to lower the airport's carbon footprint.

GMR Airports Limited - Airport Adjacency Businesses

Given GAL's experience of more than one and half decade in the Airports services value chain, the Company has over the past few years built a strong asset light portfolio of airport adjacency businesses. This is an important part of the Company's strategy to leverage the know-how built over years of airport operation, to capture a greater share of the value being generated at its airport assets as well as to build operating cash flows in the airport holding company.

The portfolio of services being targeted includes B2C businesses including Retail (including Duty Free and Food & Beverages), Car Park, etc. and B2B businesses such as Cargo. In addition, to cater to Food & Beverage business at Airports, GAL formalised a Joint Venture with Travel Food Services "TFS” - one of India's leading F&B operators. The F&B Joint Venture Company 'GMR Hospitality Limited' ('GHL') started its operations with F&B business at Goa Airport in January 2023. The company is also providing various asset light services including Operations and Management Services and Project Management Consultancy Services.

As a significant development, during the years GAL won the concession to operate and manage Duty Free business at Indira Gandhi International Airport, Delhi. As a part of this agreement, GAL took over the business from July 28, 2025. IGI Airport handled 21.6 Mn international passengers in FY 2025, and this duty-free business shall be a material addition to the Company's portfolio of Duty-Free businesses.

At Rajiv Gandhi International Airport, Hyderabad, GAL

operationalised Car Park and Ground Transportation services from August 2025. Under this concession, GAL will operate and manage ~3,600 surface car parking bays. Also, GHL was successfully awarded the contract for F&B concession at the airport. Under this concession, GHL will manage around 66 F&B outlets at Hyderabad Airport. By the end of FY 2025, GHL has a total of 55 F&B operational outlets.

At the new Bhogapuram Airport (GVIAL), GAL has been awarded the concession to operate & manage non-aeronautical facilities & services on July 22, 2024 for a period of 20 + 20 years. These non-aeronautical services include Duty Free, F&B, Car Park & Ground Transportation, Advertisement, Lounge, Retail, Forex, and other Services.

In addition to the above, the Company is currently evaluating multiple opportunities in cargo, duty free and services business across the focus geographies and believe that in the short to medium term, the Company will have more adjacency businesses to add to its overall portfolio. In one of the most prestigious global tenders for Duty-Free during the FY 2024-25, GAL participated in Auckland International Airport and emerged as 2^nd preferred bidder, behind the incumbent operator.

Airport Land Development (ALD)

Airport Land Development is a critical value driver for the Company. FY 2024-25 was an extremely successful year for Airport Land Development businesses at Delhi, Hyderabad Goa & Bhogapuram.

Aerocity Delhi has been witnessing a spree of real estate projects on self-development model including DIAL's Commercial selfdevelopment project, Terminal Hotel at Terminal district and General Aviation Annexe. In addition, Bharti Realty's office developments and DB Realty's hotel development works are also underway. Aerocity Delhi has demonstrated project development capability with the successful closure and handover of the EPC works for the Airbus Headquarters and Training Center at the Terminal District.

Aerocity Hyderabad has demonstrated project development capability with the successful closure and handover of FMC Technip Built-To Suit facility and self-development project of new Air Cargo warehousing facility.

At Goa, two hotel plots and one mixed use development plot monetization was effectuated in the terminal district.

At Bhogapuram, one hotel plot monetisation was effectuated in the terminal district.

At ALD, M/s Salesforce has been onboarded for the Real Estate Asset Management process for hospitality and retail leasing through the life cycle of assets.

Aerocity Delhi

The infrastructure development works at the two new districts - Gateway & Downtown Districts of Aerocity Delhi gathered momentum as the development works for the Office & Integrated Retail developments being executed by Bharti Realty led consortiums is nearing completion.

As a testament to our project development capabilities, the construction of an EPC contract for the Airbus Headquarters and Training Center built on a 1.1-acre land parcel at the Terminal District was completed and handed over during the year under review.

Development and construction work for DIAL's Commercial selfdevelopment project, Terminal Hotel at Terminal District and General Aviation Annex are also progressing well.

In the existing operational Hospitality District, GMR Square's Retail areas with best-in class Indian brands are offering world class experience for global and domestic visitors to GMR Aerocity. There has been a continued focus on enriching the Aerocity visitor experience through various events and engagement via Aerocity Live magazine, social media handles on Facebook, LinkedIn, Instagram and WhatsApp. Adding further depth to the destination, UTSAV - a dedicated cultural space at The Square, GMR Aerocity has been launched as a vibrant platform for workshops, conversations, performances and exhibitions, celebrating creativity while fostering and creating a strong community and cultural connection.

Aerocity Hyderabad

The growth strategy at Aerocity Hyderabad comprises developing an integrated ecosystem of commercial offices, retail, entertainment, logistics and a multi-product SEZ. Going forward, it continues to shift focus towards self-development or joint development projects.

The year under review was a successful one for Hyderabad ALD encompassing multiple asset classes.

Industrial and Logistics: The Company signed Agreement to Lease with Canada based Aerospace company Firan Technology Group (FTG) for ~25,000 square feet built-up area on Build-to-

suit (BTS) basis in SEZ, wherein FTG will set up an Aircraft cockpit component manufacturing facility. As a testament to the project development capabilities, the construction of EPC contract valued at ' 236 crore for Safran's MRO facility is nearing completion. The construction of an R&D and manufacturing facility for FMC Technip (~1.00 lakh square feet) BTS facilities was completed and handed over during the year under review.

ALD also completed the construction of new Air Cargo warehousing facility and signed 100% license agreements for space leasing during the year under review. ESR GMR Logistics Park Pvt Ltd (EGLPPL) signed LOIs for leasing warehousing space at the Logistics Park. It may also be noted that GHIAL has recently acquired the 70% stake in EGLPPL from ESR Group. GMR Hyderabad Aerotropolis Ltd (GHAL) already owns 30% stake in EGLPPL. This acquisition has made EGLPPL a wholly owned subsidiary of GHIAL.

Hospitality: GMR Hospitality and Retail Limited ("GHRL”) Hotel Division comprises Novotel, Transit Lounge and Convention Centre. GHRL Hotel Division achieved total revenue of ' 112.32 crore and an EBITDA margin of 39%.

With an average room rental (ARR) of ' 10,365, Novotel Aerocity Hyderabad achieved total revenue of ' 104 crore - the highest ever revenue for the hotel since it was opened in 2008 and an EBITDA margin of 40.8%.

In addition, the Operator Agreement has also been signed with M/s IHCL for Vivanta Brand for the development of a new 175 key upper-midscale hotel.

Business Park: ALD has signed few contracts for leasing out office space in Tower 1 and Tower 2. Both these office towers in the Business Park are now fully occupied with tenants such as OSI Systems, ICICI Bank, HDFC Bank, Skycell, Cube Highways, Regus and SGD Pharma. Pre-leasing LOI has also been signed with a co-working company for upcoming Tower 3 during the year.

Retail: The construction is progressing at a brisk pace for the Interchange (Destination Retail) project. Pre-leasing LOI signing with major local as well as global brands has been increased to more than 46%. New major brands added this year are Forest Essential, Adidas, Nykaa Luxe, Nandos, Filli Cafe, Copper Chimney, Manam Chocolate, Mokobara, Bluestone, Kalyan Jewelers, Mangatrai, Bontrue Furniture, QMart, Kama Ayurveda etc.

Overall, based on the above-mentioned transactions, GHIAL real estate entities generated a healthy cash flow during the year. Such transactions have reinforced confidence of global clientele in Aerocity Hyderabad as a preferred destination in India.

Aerocity Goa

The growth strategy at Goa is to develop a destination style mixed use district focusing on hotels, MICE, F&B, retail etc.

As part of the monetisation of the land parcels in the Terminal District at Goa, land monetisation of two hotel plots, admeasuring 1.74 acres and 2.38 acres was successfully completed, and definitive documents were executed for these two hotel transactions. Further to this, a 17.6 acres mixed use development plot comprising of a Retail and MICE asset was monetised.

Aerocity Bhogapuram

As part of the monetization of the land parcels at the Bhogapuram Airport, land monetisation of one hotel plot admeasuring 1 acre

was successfully completed, and definitive documents were executed.

Raxa Security Services Limited ("RAXA")

Raxa Security Services Limited ("Raxa”), established in 2005, is a wholly owned subsidiary of GAL. Raxa was initially formed to safeguard GMR Group's national assets. In 2011, Raxa expanded its operations to provide comprehensive security solutions to external clients across a range of industries including aviation, manufacturing, pharmaceuticals, information technology, energy, logistics, event security, hospitality, educational institutions, and government establishments.

Raxa employs over 10,000 security personnel who are deployed across 17 states in India under valid PSARA licenses. Over the years, Raxa has secured numerous contracts from prestigious clients and has consistently demonstrated its ability to deliver high-quality services.

Raxa is certified with ISO 29993:2017 for learning services management, reflecting its commitment to professional training and skill development. The company's service portfolio comprises specialised divisions that deliver manned guarding services, advanced technical and fire safety solutions, deployment of skilled manpower, ManTech Solutions, Risk consulting services and comprehensive training programs through its academy.

The Raxa Academy, located on a 100-acre campus, is affiliated with the Management & Entrepreneurship and Professional Skills Council (MEPSC) under the NSDC and Ministry of Skill Development and Entrepreneurship. Recognised as a Centre of Excellence by MEPSC, the academy provides both short-term and long-term specialised training programs in areas such as drone piloting, fire safety and mitigation, and physical security. The academy has also launched fire-fighting training programs accredited by Rashtriya Raksha University (RRU), an institute of national importance, to further strengthen its expertise in fire and emergency response training. In addition, Raxa Academy has successfully completed the 5S - Utkrisht level Certification, demonstrating its commitment to operational excellence and world-class training standards.

In addition to traditional man-guarding solutions, Raxa's Technical Division offers integrated security solutions utilizing advanced technologies. These include AI-enabled CCTV surveillance systems, access control solutions, perimeter intrusion detection systems, anti-drone solutions, and integrated command and control centres. The division has also developed capabilities for providing remote security surveillance through its established Integrated Command and Control Centre (ICCC), enabling realtime monitoring and rapid response to security events across multiple client locations.

Raxa has entered strategic partnerships to further enhance its technical security offerings. Collaborations with Shoora for driver alert systems and Abbott for advanced drug detection devices bring cutting-edge capabilities to its portfolio. These partnerships complement existing alliances with Uniview India and Xtract One Technologies for surveillance and entrance mass screening solutions, positioning Raxa as a leader in integrated security technology.

Raxa's Fire Division extends its expertise into fire safety by offering comprehensive fire-fighting solutions. This includes highly trained firefighting personnel for industrial and commercial sectors, as well as fire protection and detection systems such as fire hydrants,

sprinkler systems, foam flooding systems, gas suppression systems, and fire alarm and public address systems.

Raxa's consistent focus on operational excellence has been recognised by industry leaders. The company was honoured this year by the International Institute of Security and Safety Management (IISSM) and CBRE for Outstanding Performance in Security and Safety, reaffirming its position as a trusted partner in the security services sector. With its comprehensive range of security services, advanced training programs, strategic alliances, and industry recognitions, Raxa Security Services Limited is progressively evolving into a technology-focused security solutions provider. Raxa remains dedicated to setting benchmarks in the security services industry and delivering unparalleled solutions to its diverse clientele.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 (“the Act”) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

Holding, Subsidiaries, Associate Companies and Joint Ventures

Due to the effectiveness of the Scheme of Merger during the period under review, GMR Enterprises Private Limited ceased to be the Holding Company in terms of the Act. However, in terms of the Shareholders Agreement entered into between GMR Group and Groupe ADP, GMR Group shall continue to have management control over the Company. Further, erstwhile GMR Airports Limited and erstwhile GMR Infra Developers Limited ceased to be the subsidiary companies of the Company.

As on March 31,2025, the Company has 22 subsidiary companies and 1 associate company including joint venture. The subsidiaries of the Company have an additional 11 associate companies.

During the year under review, Bird Delhi General Aviation Services Private Limited became an associate of the Company.

Further, GMR Airports (Mauritius) Limited ceased to be subsidiary of the Company and Aboitiz GMR Megawide Cebu Airport Corporation, Megawide GMR Construction JV, Inc. and Globemerchants Inc. ceased to be associate companies of subsidiary company i.e, GMR Airports International B.V. (GAIBV).

Furthermore, GMR Airports Developers Limited LLC, Saudi Arabia and GMR Terna Commercial S.A. became subsidiaries of the Company effective April 03, 2025 and June 04, 2025 respectively. ESR GMR Logistics Park Private Limited which was an associate Company of GMR Hyderabad International Airport Limited became subsidiary of the Company effective June 25, 2025 and the name of the Company was changed to GMR Logistics Park Private Limited.

The complete list of subsidiary companies and associate companies (including joint ventures) as on March 31, 2025 in terms of the Companies Act, 2013 is provided as “Annexure A” to this Report. The list also includes associates of subsidiary companies.

The Policy for determining material subsidiaries may be accessed on the Company's website at the https://investor.gmraero.com/ policies.

Report on the highlights of the performance of subsidiaries,

associates and joint ventures and their contribution to the overall performance of the Company has been provided in Form No. AOC-1 as “Annexure B” to this Report and is therefore not reported here to avoid duplication.

The financial statements of the subsidiary companies have also been placed on the website of the Company at the https:// investor.gmraero.com/annual-account-of-subsidaries.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act:

a) that in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note no. 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and are operating effectively;

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company continues to follow the Business Excellence framework, based on world class Malcolm Baldrige Framework for Performance Excellence which was adopted by GMR Group in the year 2010. With over a decade now, the deployment of the GBEM framework has taken roots in over 15+ Group Businesses.

Various Continuous Improvement and Break-Through Innovation initiatives under the umbrella of GBEM have yielded tremendous benefits to various Group Companies in terms of Cost Savings and new avenues for revenue generation. The key initiatives like 5S, Kaizens, Idea Factory, CIPs (“Continuous Improvement Projects”) and regular BE Assessments have been implemented with lot of rigor and enthusiasm. A Governance Structure is in place along with timely Rewards and Recognitions to GMRites contributing to these initiatives, has helped to grow and sustain these initiatives. Your Company works towards continuous improvement in governance practices and processes, in compliance with the statutory requirements.

The Report on Corporate Governance as stipulated under relevant provisions of SEBI LODR forms part of this Annual Report. The

requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the said Report.

Business Responsibility and Sustainability Report

As stipulated under Regulation 34(2)(f) of SEBI Listing Regulations, read with Circular No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021 and CFD/CFD-SEC-2/P/ CIR/2023/122 dated July 12, 2023 issued by the Securities and Exchange Board of India (“SEBI”), the Business Responsibility and Sustainability Report (“BRSR”) describing the initiatives taken by the Company from Environmental, Social and Governance perspective forms part of the Annual Report.

M/s. Grant Thornton Bharat LLP, has conducted the audit of BRSR core parameters (reasonable assurance) and non-core parameters (limited assurance) as stated in the assurance report for FY 202425 and has provided an assurance report which also forms part of this Annual Report. M/s. Grant Thornton Bharat LLP is an affiliate firm of M/s Walker Chandiok & Co LLP, statutory auditors of the Company.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the FY 2024-25 with related parties referred in Section 188(1) of the Act were in the ordinary course of business and on arms' length basis. During the year, the Company had not entered into any contract / arrangement / transaction referred in Section 188(1) of the Act, with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Since all the related party transactions were in ordinary course of business and at arm's length basis, Form AOC-2 is not applicable.

During FY 2024-25, the Audit Committee on a quarterly basis, reviewed the related party transactions vis-a-vis the omnibus approval(s) accorded by it and annually, the related party transactions approved as long-term contracts. In compliance with Regulation 23 of SEBI LODR, the related party transactions on consolidated basis are filled with the Stock Exchanges on half yearly basis.

As statutorily required, the Policy on related party transactions was reviewed during the year by the Audit Committee and the Board of Directors of the Company and the updated Policy as approved by the Board may be accessed on the Company's website at https://investor.amraero.com/pdf/GIL Policv%20on%20Related%20Partv%20Transactions.pdf. Your Company draws attention of the members to Note no. 34 to the standalone financial statements which sets out related party disclosures.

Corporate Social Responsibility

The Corporate Social Responsibility Policy (“CSR Policy”), of the Company indicating the activities to be undertaken by the Company, may be accessed on the Company's website at the

https://investor.amraero.com/pdf/Amendment%20to%20CSR%20POLICY-GILf9.08.pdf.

The details of the CSR Committee are provided in the Corporate Governance Report which forms part of this Annual Report.

The Company has identified the following focus areas towards the community services / CSR activities, which inter-alia, include:

- Education

- Health, Hygiene & Sanitation

- Empowerment & Livlihoods

- Community Development

The Company, as per the approved CSR Policy, may undertake other need- based initiatives in compliance with Schedule VII of the Act. During the year under review, the Company was not required to spend any amount on CSR as it did not have any profits. Accordingly, it has not spent any amount on CSR activities. However, the Company, through its subsidiaries/ associate companies, spent an amount of ' 24.02 crore, during the year on CSR activities. The details of such activities carried out with the support of GMR Varalakshmi Foundation (“GMRVF”), Corporate Social Responsibility arm of the GMR Group, have been highlighted in Management Discussion and Analysis. The Annual Report on CSR activities is annexed as “Annexure C” to this Report.

Risk Management and ESG Journey

The Board of Directors of the Company has a Risk Management Committee which is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has an additional oversight in the area of financial risks and controls. In addition, the updates on Enterprise Risk Management (ERM) activities are shared on a regular basis with Management Assurance Group (MAG), the Internal Audit function of the Group.

The Company has in place the Risk Management Policy duly approved by the Board of Directors designed to identify, assess and mitigate risks appropriately.

Currently, in opinion of the Board, there are no such risks which threaten the existence of the Company. However, details of the risk concerns, threat Identification, assessment, profiling, treatment and monitoring including ESG concerns are covered in MDA, which forms part of this Annual Report.

Internal Financial Controls

Your Company has adopted policies and procedures including the design, implementation & review of internal financial controls that were operating effectively to ensure orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial disclosures under the Act.

These controls are embedded in various business processes and are evaluated across all functional areas (including IT & SAP), independently by MAG during audits.

Mitigation plans (corrective & preventive) are put in place to strengthen the controls where weaknesses have been identified during the review, and the testing results are reported to the Audit Committee on a regular basis. Emphasis is always placed on automation of controls within the process to minimise deviations and exceptions.

During FY 2024-2025, no reportable material weaknesses were observed in the design or operating effectiveness of the controls, except in few areas where there is a need to further strengthen the controls.

Directors and Key Managerial Personnel

During the year under review, following changes to the Board

were effected:

1) Mr. Grandhi Kiran Kumar (DIN: 00061669), at the 28^th AGM, was re-appointed as Managing Director & CEO of the Company for a term of three (3) years w.e.f. July 28, 2024, subject to approval of the Central Government (CG), which was subsequently granted by CG on November 11, 2024.

2) At the 28^th AGM of the Company, Mr. G.M. Rao (DIN: 00574243) was re-appointed as a Director, liable to retire by rotation.

3) Mr. Suresh Lilaram Narang (DIN: 08734030) was reappointed as an Independent Director of the Company for the second term of five (5) consecutive years from the conclusion of the 28^th AGM or up to the conclusion of the 33^rd AGM, whichever is earlier.

4) The following were also re-appointed as Independent Directors of the Company for the second term of five (5) consecutive years w.e.f. September 09, 2024 or up to the conclusion of the 33^rd AGM, whichever is earlier:

(a) Dr. Emandi Sankara Rao (DIN: 05184747);

(b) Dr. Mundayat Ramachandran (DIN: 01573258);

(d) Mr. Amarthaluru Subba Rao (DIN:00082313); and

(e) Ms. Bijal Tushar Ajinkya (DIN: 01976832).

5) Mr. Alexandre Guillaume Roger Ziegler (DIN: 09382849) was appointed as an Additional Director in the category of Independent Director w.e.f. August 01, 2024 to hold office for a term of five (5) consecutive years or up to the conclusion of the 33^rd Annual General Meeting, whichever is earlier. The appointment of Mr. Alexandre Guillaume Roger Ziegler was approved at the 28^th AGM.

6) Mr. Philippe Pascal (DIN: 08903236) was appointed as an Additional Director (Non-Executive) of the Company with effect from August 01, 2024. His appointment as a NonExecutive Director, liable to retire by rotation was approved by the shareholders of the Company at the 28^th AGM.

7) Mr. Antoine Roger Bernard Crombez (DIN: 09069083) was appointed as an Alternate Director to Mr. Philippe Pascal with effect from August 01,2024 and to hold such office, as long as Mr. Philippe Pascal is a Director or till the advice of Aeroports de Paris S.A in this regard, without a further requirement of Board affirmation, even when Mr. Philippe Pascal comes to India for attending meetings of the Board or otherwise.

8) Mr. Anil Chaudhry (DIN: 03213517) was appointed as an Additional Director in the category of Independent Director w.e.f. August 13, 2024 to hold office for a term of five (5) consecutive years or up to the conclusion of the 33^rd AGM, whichever is earlier. The appointment of Mr. Anil Chaudhry was approved at the 28^th AGM.

9) Mr. Augustin de Romanet de Beaune (DIN: 08883005) was appointed as an Additional Director (Non-Executive) of the Company with effect from August 13, 2024. His appointment as a Non-Executive Director, liable to retire by rotation was approved by the shareholders of the Company at the 28^thAGM.

10) Mr. Prabhakara Rao Indana (DIN: 03482239) was appointed as an Additional Director of the Company with effect from August 13, 2024. Further, he was also appointed as a Wholetime Director designated as Deputy Managing Director for a term of three (3) years w.e.f. August 13, 2024. His appointment as a Whole-time Director designated as Deputy Managing Director, liable to retire by rotation was approved by the shareholders of the Company at the 28^th AGM.

11) Mr. Alexis Benjamin Riols (DIN: 10497928) was appointed as an Additional Director of the Company with effect from August 13, 2024. Further, he was also appointed as an Executive Director for a term of three (3) years w.e.f. August 13, 2024. The appointment of Mr. Alexis Benjamin Riols as an Executive Director, liable to retire by rotation was approved by the shareholders of the Company at the 28^thAGM, subject to approval of CG, which was subsequantly granted by CG on May 14, 2025.

12) Mr. B. V. N. Rao (DIN: 00051167), Director of the Company tendered his resignation from the directorship of the Company effective from August 13, 2024, on account of his other professional commitments.

13) Mr. Madhva Bhimacharya Terdal (DIN: 05343139), Director of the Company tendered his resignation from the directorship of the Company effective from August 13, 2024, on account of his other professional commitments.

14) Mr. Augustin de Romanet de Beaune (DIN: 08883005), Director of the Company tendered his resignation from the directorship of the Company effective from December 31, 2024 due to the end of his term as Chairman and Chief Executive Director of Aeroports de Paris S.A., which had proposed his nomination as a director of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Grandhi Kiran Kumar (DIN: 00061669) and Mr. Srinivas Bommidala (DIN: 00061464), Directors of the Company, who are liable to retire by rotation at the 29^th AGM of the Company and being eligible have offered themselves for re-appointment. The Nomination and Remuneration Committee and the Board on the basis of their performance evaluation, have recommended the re-appointment of Mr. Grandhi Kiran Kumar (DIN: 00061669) and Mr. Srinivas Bommidala (DIN: 00061464), as Directors of the Company, liable to retire by rotation.

In the opinion of the Board, all the Independent Directors, including the Directors appointed/ re-appointed during the year, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

The brief resumes and other details relating to the directors who are proposed to be re-appointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/Secretarial Standard are given in the Annexure to the Notice of the 29^thAGM.

Board Evaluation

Annual performance evaluation of the Board, its Committees and Individual Directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI LODR have been carried out. The performance of the Board and its committees was evaluated based on the criteria like composition and structure, effectiveness of processes, information and

functioning etc. in the manner as specified in the Corporate Governance Report forming part of this Annual Report.

The Nomination and Remuneration Committee and the Board reviewed the performance of Individual Directors on criteria such as contribution of the Individual Directors to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Independent Directors at their separate meeting held during the year had also reviewed the performance of the NonIndependent Directors, Chairman and the Board as a whole. The suggestions and the recommendations made by the directors from the evaluation process were duly considered by the Board to further augment its effectiveness. A detailed update on the Board Evaluation is also provided in the Corporate Governance Report which forms part of the Annual Report.

Policy on Directors' Appointment and Remuneration

The Company has devised a Nomination and Remuneration Policy ("NR Policy”) which inter alia, sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as Director, Key Managerial Personnel ("KMP”) and Senior Management Personnel ("SMP”). The NR Policy further sets out guiding principles for the Nomination and Remuneration Committee for determining and recommending to the Board the remuneration of Managerial Personnel, KMPs and SMPs. The NR Policy of the Company was reviewed by Nomination and Remuneration Committee and the Board during the year.

The Company's NR Policy for Directors, KMP and Senior Management is available on the Company website at https://investor.gmraero.com/policies.

In recognition of the importance of having a diverse Board toward success of the organization, the Company has adopted the Board Diversity Policy. The Policy provides for having an appropriate blend of functional and industry experts on the Board, diversity in terms of cultural backgrounds, gender and skillset etc.

Declaration of Independence

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16 of SEBI LODR, and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The registration of all the Independent Directors in the Independent Directors Data Bank continues to be valid.

Further, the Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also complied with the Code of Conduct for the Board of Directors and SMP, formulated by the Company.

Pursuant to Section 134 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all the Independent Directors, including the directors appointed/ reappointed, possess the requisite qualification, integrity, experience, expertise, proficiency etc.

Auditors and Auditors' Report Statutory Auditors

M/s Walker Chandiok & Co. LLP, Registration No. (001076N/ N500013), were re-appointed as Statutory Auditors of the Company for a term of five (5) years from the conclusion of the 28^th AGM held on September 16, 2024, till the conclusion of the 33^rd AGM of the Company to be held in the calendar year 2029.

The Auditors' Report does not contain any qualification, reservation, adverse remark. The notes on financial statement referred in Auditor's Report are self -explanatory and do not call for further comment.

Secretarial Auditors

The Board had appointed M/s. V. Sreedharan & Associates, Company Secretaries in Practice, to conduct Secretarial Audit for the FY 2024-25. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act read with Regulation 24A of the SEBI LODR, for the FY ended March 31, 2025 is annexed herewith as "Annexure D” to this Report.

The Secretarial Audit report does not contain any qualification, reservation or adverse remarks. However, the Secretarial Auditor, without qualifying its report has stated the following in the Secretarial Audit Report for the FY 2024-25. The Management comments against which are also mentioned below:

(A) As per Regulation 44(2) of SEBI (LODR) Regulations, 2015 - The e-voting facility to be provided to shareholders in terms of sub-regulation (1), shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014, or amendments made thereto. According to Rule 20 of the said Rules, cut-off date means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means or in the general meeting. The Company had scheduled its Annual General Meeting on September 16, 2024, and set the cut- off date for e-voting as Friday, September 6, 2024. In this case, the cut-off date was fixed nine days in advance which included two non - working days (Saturday and Sunday). Further, the Cut-off date was intimated to the Stock Exchange(s) vide their letter dt. 24/ 08/2024.

(B) The erstwhile GMR Airports Limited (Transferor Company) which got merged with the Company which had issued Non

- Convertible Bonds on December 19, 2023 and February 2, 2024 amounting to ' 800,00,00,000/- and ' 2250,00,00,000/

- respectively and the same has been fully utilised as on March 31, 2024. It had intimated to the Stock Exchanges on May 29, 2024 the Statement of utilization of issue proceeds for the quarter and year ended March 31,2024 in the format prescribed by SEBI vide circular dated 30th June 2023.

We have been informed by the Company that they did not intimate the Statement of deviation/ variation in use of Issue proceeds to Stock Exchanges as per the said SEBI Circular as there was no deviation in use of Issue proceeds of such issue of Non - Convertible Bonds vis-a-vis the purpose for which the Non-Convertible Bonds were issued.

Management Comments:

(A) The Company had scheduled its Annual General Meeting on September 16, 2024, and set the cut- off date for e-voting as Friday, September 06, 2024. In this case, the cut-off date

was fixed nine days in advance, which qualifies to be not earlier than 7 days prior to the meeting, and hence in order. Further, the Cut-off date was intimated to the Stock Exchange(s) vide letter dt. 24/08/2024 and duly accepted.

(B) Since there were no deviations in the utilization of the proceeds, the statement of deviation was not submitted to the Stock Exchange. While informing the exchange about the proceeds utilization, the columns regarding the deviations if any, were confirmed as Not Applicable.

Further, the Secretarial Audit reports of material unlisted subsidiaries of the Company incorporated in India, as required under Regulation 24A of the SEBI LODR for the financial year ended March 31, 2025 have been annexed as "Annexure D-1 to D-3".

It may be noted that based on the Audited Financial Statements of the Company as on March 31, 2024 and relevant for the year under review, the Company had only 3 material subsidiaries i.e., Delhi International Airport Limited, GMR Hyderabad International Airport Limited and Delhi Duty Free Services Private Limited.

Further, in terms of the provisions of the Act and in accordance with Regulation 24A (1b) of SEBI LODR, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence and specialization in the Audit of large Corporates, the Board of Directors of the Company, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. V. Sreedharan & Associates, Company Secretaries, as the Secretarial Auditor of the Company, for the first term of five (5) beginning from the FY 2025-26 to FY 202930, at such remuneration as may be decided by the Board of Directors.

M/s. V. Sreedharan & Associates, Company Secretaries have consented to their appointment as the Secretarial Auditor and have confirmed that they are not disqualified to be appointed as the Secretarial Auditors in terms of the provisions of Regulation 24A (1A) of SEBI LODR.

Pursuant to provisions of Section 143(12) of the Act, neither the Statutory Auditors nor Secretarial Auditors have reported any incident of fraud to the Audit Committee or Board during the period under review.

Cost Auditors

During the period under review, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act were not applicable to the business activities carried out by the Company.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Disclosures

CSR Committee

The CSR Committee comprises Dr. Emandi Sankara Rao as Chairman, Mr. Prabhakara Rao Indana and Mr. Sadhu Ram Bansal, as members.

Mr. B. V. N. Rao ceased to be a member of the CSR Committee and Mr. Prabhakara Rao Indana was co-opted as a member of the Committee w.e.f. August 13, 2024.

Audit Committee

The Audit Committee comprises Independent Directors only.

The Audit Committee comprises Mr. Subba Rao Amarthaluru as Chairman, Dr. Emandi Sankara Rao, Dr. Mundayat Ramachandran and Mr. Sadhu Ram Bansal, as members.

All the recommendations made by the Audit Committee were accepted by the Board during the year.

Further details on the above committees and other committees of the Board are given in the Corporate Governance Report.

Vigil Mechanism

The Company has a Whistle Blower Policy, which provides a platform to disclose information regarding any purported malpractice, fraud, impropriety, abuse or wrongdoing within the Company, confidentially and without fear of reprisal or victimization. Your Company has adopted a whistleblowing process as a channel for receiving and redressing complaints from employees, directors and third parties, as per the provisions of the Act, SEBI LODR and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

As part of the periodic review, the Board has revised the Whistle Blower Policy of the Company in its meeting held on May 29, 2024, on the recommendation of the Audit Committee. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and also hosted on the website of the Company at https://investor.gmraero.com/policies.

Meetings of the Board

A calendar of Board Meetings is prepared and circulated in advance to the Directors. During the year under review, five (5) Board Meetings were held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two consecutive Board meetings was within the period prescribed under the Act and SEBI LODR.

Particulars of Loans, Guarantees, Securities and Investments

A statement regarding Loans / Guarantees given, Securities provided and Investments made along with the purpose for which the loan / guarantee or securities proposed to be utilised by the recipient, is mentioned in the notes to the Financial Statements. However, being an Infrastructure Company, the provisions of Section 186 of the Act (except sub-section (1)) are not applicable to the Company in terms of provisions of Section 186(11).

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in "Annexure E" to this report.

Annual Return

Pursuant to Section 134 and Section 92(3) of the Act, as amended, the draft of the Annual Return for the FY 2024-25 has been placed on the Company website at https://investor.gmraero.com/annual-reports.

Particulars of Employees and related disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 (including amendments thereto), is attached as "Annexure F” to this Report.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof), is provided in the Annexure forming part of this Report. In terms of the first proviso to Section 136 of the Act the Report and Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at gal.cosecv@gmrgroup.in.

With reference to Section 197(14) of the Act, none of the Managerial Personnel of the Company i.e., either managing or whole-time director, draw any Commission from the Company. Some of them are / were managerial personnel in the subsidiary of the Company and draw / were drawing remuneration but no commission from such respective subsidiaries.

Dividend Distribution Policy

The Board has adopted the Dividend Distribution Policy in terms of Regulation 43A of SEBI LODR. As part of the periodic review, the Board has revised the Dividend Distribution Policy of the Company in its meeting held on May 29, 2024, on the recommendation of Audit Committee. The Dividend Distribution Policy is disclosed on the website of the Company at the https://investor.gmraero.com/pdf/GMR Dividend Distribution Policy.pdf.

Developments in Human Resources and Organization Development

The Company has robust process of human resources development which is described in detail in Management Discussion and Analysis section under the heading "Developments in Human Resources (HR) and Organisation Development at GMR Group”.

Changes in Share Capital

During FY 2024-25 and upon effectiveness of the Scheme of Merger, the Authorized share capital of the Company has been increased from ' 14,55,00,00,000/- divided into 13,55,00,00,000 equity shares of ' 1/- (Rupee one only) each and 10,00,000 preference shares of ' 1,000/- (Rupees One Thousand only) each to ' 2,88,18,94,08,810 (Rupees Twenty Eight Thousand Eight Hundred and Eighteen Crores Ninety Four Lakhs Eight Thousand Eight Hundred and Ten Only) divided into 14,267,58,56,810 (Fourteen Thousand Two Hundred Sixty Seven Crores Fifty Eight Lakhs Fifty Six Thousand Eight Hundred and Ten Only) equity shares of ' 1/- (Rupee One Only) each, 10,00,000 (Ten Lakhs) preference shares of ' 1,000 each (Rupees One Thousand only) and 361,28,38,800 (Three Hundred Sixty One Crores Twenty Eight Lakhs Thirty Eight Thousand and Eight Hundred Only) Preference Shares of ' 40 each (Rupees Forty Only).

The paid-up share capital of the Company has also been increased from 6,03,59,45,275 equity shares of ' 1/- (Rupee one only) to 10,55,89,75,952 equity shares of ' 1/- (Rupee one only) and 6,51,11,022 Optionally Convertible Redeemable Preference Shares of ' 40/- (Rupees Forty only).

Debentures

In terms of and upon effectiveness of the Scheme of Merger, the Company had issued and allotted 5,00,000 (Five Lakhs) INR denominated, rated, listed, un-secured, redeemable, nonconvertible bonds (NCBs) of face value of ' 1,00,000 (Indian Rupees One Lakh only) each aggregating to ' 5,000 Crore (Indian

Rupees Five Thousand Crore only) on a private placement basis in dematerialised form. These NCBs issued by the Company are listed on BSE Limited.

Further, the Board of Directors of the Company in its meeting held on October 24, 2024, inter-alia, considered and approved issuance of 1,50,000 (One Lac Fifty Thousand) INR denominated, rated and listed, un-secured non-convertible bonds ("Bonds”) of principal value of ' 1,00,000 (Indian Rupees One Lakh) each aggregating to not more than ' 1,500 crore (Indian Rupees Fifteen Hundred Crore only) on a private placement basis at a coupon/ interest rate of 5% per annum.

The Management Committee of the Board of Directors in terms of the delegation granted by the Board, approved the allotment of the aforesaid Bonds, as below:

(a) 1,10,000 Non-Convertible Bonds of face value ' 1,00,000/- each aggregating to ' 1,100 Crores (Indian Rupees One Thousand One Hundred Crores only) in its meeting held on February 25, 2025; and

(b) 40,000 Non-Convertible Bonds of face value of ' 100,000/- each aggregating to ' 400 Crores (Indian Rupees Four Hundred Crores only) on April 03, 2025.

Further, the Board of Directors of the Company in its meeting held on July 29, 2025, inter-alia, considered and approved issuance of up to 6,00,000 (Six Lacs) INR denominated, rated, un-secured and listed non-convertible bonds of principal value of ' 1,00,000 (Indian Rupees One Lakh) each aggregating to not more than ' 6,000 Crore (Indian Rupees Six Thousand Crore only) on a private placement basis at a coupon/interest rate of 5% per annum.

Foreign Currency Convertible Bonds ("FCCBs")

During the year under review, the FCCBs issued by the Company aggregating to US$ 25 Mn to Kuwait Investment Authority ("KIA”), were transferred by KIA to two new investors, i.e. Synergy Industrials, Metals and Power Holdings Limited and Gram Limited, and subsequently the same were converted into 111,24,16,666 equity shares of the Company on July 10, 2024, at the request of the new investors.

Further, the Board of Directors during FY 2022-23, had issued and allotted 3,30,817 FCCBs of face value Euro 1,000 each aggregating to Euro 330.87 Mn equivalent to ' 2,931.77 crore to Aeroports De Paris S.A. ("ADP”), with a maturity period of 10 years and 1 day. The FCCBs carry an interest rate of 6.76% p.a. on a simple interest basis. Interest will accrue on a yearly basis, and first interest instalment is payable on date of expiry of five years and subsequently every year thereafter.

The FCCB holders can exercise the conversion option at any time on or after the day following the 5^th anniversary of the Closing Date i.e. March 24, 2023. The price at which each of the Shares will be issued upon conversion will initially be ' 43.67 (calculated by reference to a premium of 10% over and above the Regulatory Floor Price of ' 39.70 per share) but will be subject to adjustment as per the terms of FCCBs. The principal amount of FCCBs together with any accrued but uncapitalised or unpaid interest up to the date of conversion may be converted into Equity Shares of the company.

During the year, ADP transferred 10,000 FCCBs to GVL Investments SPV Pvt. Ltd. Further, post the closure of FY 202425, 10,000 FCCBs were transferred to GVL Investments SPV Pvt. Ltd.

The said FCCBs may be converted into 670,600,981 equity shares (approximately) in accordance with the terms of the Bonds.

Credit Rating

The details of credit ratings obtained by the Company are given in the Corporate Governance Report, which forms part of the Annual Report.

Environment Protection and Sustainability

Since inception, sustainability has remained at the core of the Company's business strategy. Besides economic performance, safe operations, environment conservation and social well-being have always been at the core of the philosophy of sustainable business. The details of initiatives/ activities on environment protection and sustainability are described in Business Responsibility and Sustainability Report forming part of this Annual Report. The Company is also publishing Sustainability Report which is available on the website of the Company at https://investor.gmraero.com/pdf/GAL SR FY24 Final WO.pdf.

Change of Name of the Company

Pursuant to Composite Scheme of Amalgamation and Arrangement entered among erstwhile GMR Airports Limited (Transferor Company 1) and erstwhile GMR Infra Developers Limited (Transferor Company 2) and the Company i.e. GMR Airports Limited (formerly GMR Airports Infrastructure Limited) (Transferee Company) and their respective shareholders and creditors, the name of the Company was changed from "GMR Airports Infrastructure Limited” to "GMR Airports Limited” with effect from September 11, 2024 and a fresh Certificate of Incorporation was issued by the Ministry of Corporate Affairs.

Change in nature of business, if any

Upon the effectiveness of the Scheme, the business of erstwhile GAL and erstwhile GIDL were vested with the Company on a going concern basis.

To ensure that the Objects enumerated in the Object clause of Memorandum of Association (MOA) of erstwhile GAL and erstwhile GIDL were duly incorporated in the Object clause of the MOA of the Company, the MOA of the Company was duly altered with the approval of the Members at the 28^th AGM. Consequently, the CIN of the Company was changed to L52231HR1996PLC113564.

Significant and Material Orders passed by the Regulators

There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Deposits

During the year under review, the Company has not accepted any deposit from the public as prescribed under Chapter V of the Act.

Hence, there are no unclaimed deposits/ unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,

2025.

Compliance by Large Corporates

Your Company does not fall under the Category of Large Corporates as defined by SEBI vide its Circular SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, and as such no disclosure is required in this regard.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee ("ICC”) has been set up to address complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The details of sexual harassment complaint received during the year ended March 31, 2025 are as below:

a) No. of sexual harassment complaints received during the FY

2024-25: 1

b) No. of sexual harassment complaints disposed of during the FY 2024-25: 1

c) Number of cases pending for more than ninety (90) days: 0

Compliance with Maternity Benefit Act, 1961

Your Company, during the period under review, has complied with all the applicable provisions of the Maternity Benefit Act, 1961.

Proceeding under Insolvency and Bankruptcy Code and Onetime settlement

a) There are no proceedings initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacts the business of the Company.

b) During the year under review, the Company has not made any one-time settlement.

Other than the matters disclosed in this Report, there are no other events or transactions during the year that require disclosures to be made in terms of the provisions of the Act.

Acknowledgements

Your Directors thank the lenders, banks, financial institutions, business associates, joint venture partners and other stakeholders, debenture holders, debenture trustees, Government of India, State Governments in India, regulatory and statutory authorities, shareholders and the society at large for their valuable support and co-operation. Your Directors also thank the employees of the Company and its subsidiaries for their continued contribution, commitment and dedication.

Place : New Delhi	For and on behalf of the Board of Directors GMR Airports Limited (formerly GMR Airports Infrastructure Limited) G.M. Rao Chairman
Date : August 21, 2025	(DIN: 00574243)